GROUP STATEMENT OF
COMPREHENSIVE INCOME
For the six months
ended 30 April 2024
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
six months
to
|
|
six
months to
|
|
12 months
to
|
|
|
|
30 April
|
|
30
April
|
|
31
October
|
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
Notes
|
£
'000
|
|
£
'000
|
|
£
'000
|
|
Revenue
|
3
|
150,355
|
|
143,822
|
|
297,662
|
|
Cost of Sales
|
|
(103,965)
|
|
(100,301)
|
|
(195,017)
|
|
Gross Profit
|
|
46,390
|
|
43,521
|
|
102,645
|
|
Other Operating Income
|
|
73
|
|
123
|
|
194
|
|
Administrative Expenses
|
|
(16,188)
|
|
(16,180)
|
|
(35,351)
|
|
Share of Post-Tax Profits from Associates
|
|
-
|
|
-
|
|
14
|
|
Operating Profit
|
3
|
30,275
|
|
27,464
|
|
67,502
|
|
Non-operating income
|
4
|
133
|
|
191
|
|
701
|
|
Finance Income
|
|
763
|
|
580
|
|
1,401
|
|
Finance Cost
|
|
(1,207)
|
|
(1,050)
|
|
(2,537)
|
|
Profit before Tax
|
|
29,964
|
|
27,185
|
|
67,067
|
|
Total Tax Charge
|
5
|
(7,339)
|
|
(6,797)
|
|
(16,401)
|
|
Profit for the period
|
|
22,625
|
|
20,388
|
|
50,666
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
Items that are or may subsequently be classified to Profit and Loss:
|
|
|
|
|
|
|
|
Exchange Differences Arising on Translation of Foreign Operations
|
|
(3,192)
|
|
1,195
|
|
454
|
|
Total Items that are or may subsequently be classified to profit and loss
|
|
(3,192)
|
|
1,195
|
|
454
|
|
Items that will not be classified to profit and loss:
|
|
|
|
|
|
|
|
Remeasurement losses in defined benefit obligations and other post-employment benefit obligations
|
|
-
|
|
-
|
|
(220)
|
|
Deferred tax on remeasurement gains
|
|
-
|
|
-
|
|
48
|
|
Total Items that will not be classified to profit and loss
|
|
-
|
|
-
|
|
(172)
|
|
Other comprehensive (expense) / income for the year net of tax
|
|
(3,192)
|
|
1,195
|
|
282
|
|
Total Comprehensive income for the period
|
|
19,433
|
|
21,583
|
|
50,948
|
|
|
|
|
|
|
|
|
|
Profit for the Period Attributable to:
|
|
|
|
|
|
|
|
Owners of the Parent
|
|
22,625
|
|
20,388
|
|
50,666
|
|
Non-controlling interests
|
|
-
|
|
-
|
|
-
|
|
|
|
22,625
|
|
20,388
|
|
50,666
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
|
Owners of the Parent
|
|
19,433
|
|
21,583
|
|
50,948
|
|
Non-controlling interests
|
|
-
|
|
-
|
|
-
|
|
|
|
19,433
|
|
21,583
|
|
50,948
|
|
|
|
|
|
|
|
|
|
Earnings per Share
|
|
|
|
|
|
|
|
Basic Earnings per Share
|
7
|
6.01p
|
|
5.39p
|
|
13.40p
|
|
Diluted Earnings per Share
|
7
|
5.97p
|
|
5.34p
|
|
13.31p
|
All results derive from continuing
operations.
The accompanying notes form an
integral part of these condensed consolidated financial
statements.
GROUP STATEMENT OF
FINANCIAL POSITION
As at 30 April
2024
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
30 April
|
30
April
|
31
October
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
(restated)
|
(restated)
|
|
|
Notes
|
£'000
|
£'000
|
£'000
|
|
Assets
|
|
|
|
|
|
Goodwill
|
9
|
15,223
|
16,420
|
18,888
|
|
Other intangible assets
|
9
|
12,025
|
20,219
|
17,822
|
|
Property, plant & equipment
|
9
|
122,300
|
104,780
|
118,124
|
|
Investment property
|
9
|
-
|
596
|
-
|
|
Investment in associates
|
|
34
|
21
|
35
|
|
Financial instruments held at FVTPL
|
10
|
2,146
|
5,437
|
5,886
|
|
Other receivables
|
|
3,104
|
3,013
|
3,005
|
|
Non-Current Assets
|
|
154,832
|
150,486
|
163,760
|
|
|
|
|
|
|
|
Inventories
|
11
|
37,430
|
33,595
|
32,501
|
|
Trade and other receivables
|
|
11,830
|
16,117
|
12,010
|
|
Current tax
|
|
10,988
|
3,227
|
7,962
|
|
Financial instruments held at FVTPL
|
10
|
3,728
|
-
|
-
|
|
Cash and cash equivalents
|
12
|
82,656
|
113,057
|
111,091
|
|
Current assets
|
|
146,632
|
165,996
|
163,564
|
|
Assets of the disposal group and non-current assets classified as held for sale
|
13
|
12,511
|
-
|
5,198
|
|
Total assets
|
|
313,975
|
316,482
|
332,522
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share capital
|
|
1,893
|
1,890
|
1,891
|
|
Share premium
|
|
11,311
|
10,627
|
11,083
|
|
Treasury shares
|
|
(3,394)
|
-
|
(1,969)
|
|
Translation and other reserves
|
|
9,069
|
12,785
|
11,958
|
|
Retained earnings
|
|
147,447
|
119,533
|
136,025
|
|
Total Shareholders' funds
|
|
166,326
|
144,835
|
158,988
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Financial liabilities
|
12
|
44,919
|
67,726
|
58,447
|
|
Post-employment benefit obligations
|
|
3,848
|
3,884
|
4,063
|
|
Deferred tax liabilities
|
|
5,507
|
7,491
|
8,566
|
|
Non-current liabilities
|
|
54,274
|
79,101
|
71,076
|
|
|
|
|
|
|
|
Financial liabilities
|
12
|
26,648
|
34,140
|
32,063
|
|
Provisions
|
|
1,196
|
1,607
|
1,884
|
|
Current tax
|
|
9,478
|
4,727
|
10,590
|
|
Trade and other payables
|
|
52,893
|
52,072
|
57,921
|
|
Current liabilities
|
|
90,215
|
92,546
|
102,458
|
|
Liabilities of the disposal group classified as held for sale
|
13
|
3,160
|
-
|
-
|
|
Total equity and liabilities
|
|
313,975
|
316,482
|
332,522
|
The balance of capitalised
development costs at 30 April 2023 has been restated by £4,650,000
to correct an error in the prior period interim financial
statements. The adjustment represents the value of work in progress
which had previously been reported in prepayments under trade and
other receivables. A corresponding adjustment has been made to
reduce the balance of prepayments by the same value.
The balance of assets of the
disposal group and non-current assets classified as held for sale
at 31 October 2023 has been restated by £4,613,000 to correct an
error in the prior period interim financial statements. The
adjustment represents the value of capital additions to the asset
held for sale which had previously been reported in prepayments
under trade and other receivables. A corresponding adjustment has
been made to reduce the balance of prepayments by the same
value.
The accompanying notes form an
integral part of these condensed consolidated financial
statements.
GROUP CONDENSED
STATEMENT OF CASH FLOWS
for the six months
ended 30 April 2024
|
|
|
Unaudited
Six months to
30 April
2024
|
Unaudited
Six months to
30 April
2023
|
Audited
12 months to
31 October
2023
|
|
|
Notes
|
£'000
|
£'000
|
£'000
|
|
Cash flow from operating activities
|
|
|
|
|
|
Profit before tax
|
|
29,964
|
27,185
|
67,067
|
|
Finance costs
|
|
545
|
495
|
1,286
|
|
Interest of lease liabilities
|
|
662
|
555
|
1,251
|
|
Finance income
|
|
(763)
|
(580)
|
(1,401)
|
|
Non-operating income
|
|
(133)
|
(191)
|
(701)
|
|
Operating profit
|
|
30,275
|
27,464
|
67,502
|
|
Amortisation and impairment of intangible assets
|
|
3,121
|
2,309
|
6,586
|
|
Depreciation and impairments of property, plant and equipment
|
|
17,757
|
16,358
|
32,552
|
|
Loss on sale of property, plant and equipment and intangible assets
|
|
47
|
254
|
555
|
|
Exchange differences
|
|
1,347
|
(498)
|
(129)
|
|
Movements in provisions and post-employment benefit obligations
|
|
(903)
|
77
|
362
|
|
Other non cash items
|
|
(34)
|
(131)
|
(33)
|
|
Changes in working capital:
|
|
|
|
|
|
Inventories
|
|
(4,929)
|
(8,104)
|
(7,010)
|
|
Trade and other receivables
|
|
80
|
(772)
|
(1,387)
|
|
Trade and other payables
|
|
(5,027)
|
(176)
|
5,673
|
|
Cash generated from operations
|
|
41,734
|
36,781
|
104,671
|
|
Interest paid
|
|
(1,207)
|
(1,051)
|
(1,136)
|
|
Taxation paid
|
|
(11,892)
|
(12,802)
|
(20,203)
|
|
Net cash generated from operating activities
|
|
28,635
|
22,928
|
83,332
|
|
Cash flows from investing activities
|
|
|
|
|
|
Acquisition of subsidiaries
|
|
-
|
-
|
(4,790)
|
|
Deferred consideration for acquisition of subsidiaries
|
|
(100)
|
-
|
-
|
|
Proceeds from disposal of subsidiaries
|
|
-
|
209
|
209
|
|
Cash held by disposal group classified as held for sale
|
|
(262)
|
-
|
-
|
|
Purchase of intangible assets
|
|
(967)
|
(1,372)
|
(3,798)
|
|
Proceeds from sale of intangible assets
|
|
-
|
41
|
-
|
|
Purchase of property, plant and equipment (including additions to non-current assets held for sale)
|
|
(25,607)
|
(19,767)
|
(45,842)
|
|
Proceeds from sale of property, plant and equipment
|
|
967
|
1,079
|
1,539
|
|
Interest received
|
|
763
|
580
|
-
|
|
Net cash utilised in investing activities
|
|
(25,206)
|
(19,230)
|
(52,682)
|
|
Cash flows from financing activities
|
|
|
|
|
|
Issue of ordinary shares to equity shareholders
|
|
230
|
1
|
458
|
|
Purchase of treasury
shares
|
|
(1,425)
|
-
|
(1,969)
|
|
Repayment of principal of leases
|
|
(2,741)
|
(2,707)
|
(5,857)
|
|
Repayment of borrowings
|
|
(14,850)
|
(16,288)
|
(30,960)
|
|
New borrowings drawn
|
|
638
|
863
|
4,817
|
|
Dividends paid to owners of the Parent
|
|
(11,203)
|
(9,829)
|
(23,443)
|
|
Net cash utilised in financing activities
|
|
(29,351)
|
(27,960)
|
(56,954)
|
|
Net decrease in cash and cash equivalents
|
|
(25,922)
|
(24,262)
|
(26,304)
|
|
Cash and cash equivalents at beginning of year
|
|
111,091
|
135,200
|
136,185
|
|
Exchange (loss) / gain on cash and cash equivalents
|
|
(2,513)
|
2,119
|
1,210
|
|
Cash and cash equivalents at end of year
|
12
|
82,656
|
113,057
|
111,091
|
The accompanying notes form an integral part of
these condensed consolidated financial statements.
GROUP CONDENSED
STATEMENT OF CHANGES IN EQUITY
for the six months
ended 30 April 2024
|
|
Share
capital
£'000
|
Share
premium
£'000
|
Treasury shares
£'000
|
Other
reserves
£'000
|
Translation
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
|
At 1 November 2022
|
1,889
|
10,627
|
-
|
2,665
|
8,494
|
108,974
|
132,649
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
20,388
|
20,388
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Exchange differences
|
-
|
-
|
-
|
-
|
1,195
|
-
|
1,195
|
|
Total other comprehensive income
|
-
|
-
|
-
|
-
|
1,195
|
-
|
1,195
|
|
Total comprehensive income
|
-
|
-
|
-
|
-
|
1,195
|
20,388
|
21,583
|
|
Transactions with owners of the Parent:
|
|
|
|
|
|
|
|
|
Shares issued in the period
|
1
|
-
|
-
|
-
|
-
|
-
|
1
|
|
Share options (note 8)
|
-
|
-
|
-
|
431
|
-
|
-
|
431
|
|
Dividends (note 6)
|
-
|
-
|
-
|
-
|
-
|
(9,829)
|
(9,829)
|
|
Total transactions with owners of the Parent
|
1
|
-
|
-
|
431
|
-
|
(9,829)
|
(9,397)
|
|
At 30 April 2023
|
1,890
|
10,627
|
-
|
3,096
|
9,689
|
119,533
|
144,835
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
£'000
|
Share
premium
£'000
|
Treasury shares
£'000
|
Other
reserves
£'000
|
Translation
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
|
At 1 November 2023
|
1,891
|
11,083
|
(1,969)
|
3,010
|
8,948
|
136,025
|
158,988
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
22,625
|
22,625
|
|
Other comprehensive expense:
|
|
|
|
|
|
|
|
|
Exchange differences
|
-
|
-
|
-
|
-
|
(3,192)
|
-
|
(3,192)
|
|
Total other comprehensive expense
|
-
|
-
|
-
|
-
|
(3,192)
|
-
|
(3,192)
|
|
Total comprehensive expense
|
-
|
-
|
-
|
-
|
(3,192)
|
22,625
|
19,433
|
|
Transactions with owners of the Parent:
|
|
|
|
|
|
|
|
|
Shares issued in the period
|
2
|
228
|
-
|
-
|
-
|
-
|
230
|
|
Purchase of treasury shares
|
-
|
-
|
(1,425)
|
-
|
-
|
-
|
(1,425)
|
|
Share options (note 8)
|
-
|
|
-
|
303
|
-
|
-
|
303
|
|
Dividends (note 6)
|
-
|
-
|
-
|
-
|
-
|
(11,203)
|
(11,203)
|
|
Total transactions with owners of the Parent
|
2
|
228
|
(1,425)
|
303
|
-
|
(11,203)
|
(12,095)
|
|
At 30 April 2024
|
1,893
|
11,311
|
(3,394)
|
3,313
|
5,756
|
147,447
|
166,326
|
The accompanying notes form an integral part of
these condensed consolidated financial statements.
NOTES
1. General
information and authorization of the Interim Report
Me Group International plc (the
"Company") is a public limited company incorporated and registered
in England and Wales and whose shares are quoted on the London
Stock Exchange, under the symbol MEGP. The registered number of the
Company is 735438 and its registered office is at Unit 3B, Blenheim
Rd, Epsom, KT19 9AP.
The principal activities of the
Group continue to be the operation, sale, and servicing of a wide
range of instant-service equipment. The Group operates
coin-operated automatic photobooths for identification and fun
purposes, and a diverse range of vending equipment, including
digital photo kiosks, laundry machines, and business service
equipment, and amusement machines.
The condensed consolidated interim financial
statements of Me Group International plc (the "Company") for the
six months ended 30 April 2024 ("the
Interim Report") were approved and authorised for issue by the
Board of Directors on 12 July 2024. These condensed consolidated
interim financial statements comprise the Company and its
subsidiaries (together the "Group") and are presented in pounds
sterling, rounded to the nearest thousand.
2. Basis of
preparation and accounting policies
The financial statements have been prepared in
accordance with IAS 34. The accounting policies applied are
consistent with those that were applied in the Company's
consolidated financial statements for the 12 months ended 31
October 2023 and that are expected to be applied in its
consolidated financial statements for the year ended 31 October
2024.
New
accounting standards
Adopted by
the Group
The Group has adopted the following new standards
and amendments for the first time in these financial statements
with no material impact.
·
Disclosure of Accounting Policies (Amendments to IAS 1 and
IFRS Practice Statement 2)
·
Definition of Accounting Estimate (Amendments to IAS
8)
·
IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
·
IAS 12 Income Taxes (Amendment): International Tax Reform -
Pillar Two Model Rules
Not yet
adopted by the Group
Certain new accounting standards and
interpretations have been published and adopted by the UK but
are not mandatory for the current period and have not been
early adopted by the Group. These new standards and
interpretations, which are not expected to have a material effect
on the Group, are set out below.
|
Description
|
Date required to be
adopted by the Group
|
|
Non-current Liabilities with Covenants -
Amendments to IAS 1 and Classification of Liabilities as Current or
Non-current - Amendments to IAS 1
|
1 January
2024
|
|
Lease Liability in a Sale and Leaseback -
Amendments to IFRS 16
|
1 January
2024
|
|
Supplier Finance Arrangements - Amendments to
IAS 7 and IFRS 7
|
1 January
2024
|
The condensed consolidated interim financial
statements comprise the unaudited financial information for the six
months ended 30 April 2024. They do not
include all of the information and disclosures required for full
annual financial statements and should be read in conjunction with
the Group's financial statements for the period ended 31 October
2023. The condensed financial statements
do not constitute statutory accounts within the meaning of section
434 of the UK Companies Act 2006.
The consolidated financial statements of the Group as
at and for the period ended 31 October 2023 are available at www.me-group.com or upon request
from the Company's registered office at Unit 3B, Blenheim Rd,
Epsom, KT19 9AP, Surrey. Those accounts have been reported on by
the Company's auditors and delivered to the Registrar of Companies.
The report of the auditors (i) was unmodified, (ii) did not include
a reference to any matters to which the auditors drew attention by
way of emphasis without modifying their report, and (iii) did not
contain a statement under section 498 (2) or (3) of the Companies
Act 2006.
The Interim Report is unaudited but has been reviewed
by the auditors and their report to the Company is included in the
Interim Report.
Accounting policies
and estimates
The accounting policies applied by the Group in this
Interim Report are the same as those applied in the Group's
financial statements for the 12 months period ended 31 October
2023.
Estimates and
significant judgements
The preparation of the condensed consolidated
financial information requires management to make estimates and
assumptions that affect the reported amounts of revenue, expenses,
assets and liabilities and the disclosure of contingent liabilities
at the date of the condensed consolidated financial information.
Such estimates and assumptions are based on historical experience
and various other factors that are believed to be reasonable in the
circumstances and constitute management's best judgement at the
date of the financial statements. In future, actual experience may
deviate from these estimates and assumptions, which could affect
the financial statements as the original estimates and assumptions
are modified, as appropriate, in the period in which the
circumstances change.
In preparing these condensed consolidated interim
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were in the same areas as those that applied
in the consolidated financial statements as at and for the period
ended 31 October 2023.
Use of non-GAAP
profit measures
The Group measures performance using earnings before
interest, tax, depreciation and amortisation ("EBITDA"). EBITDA is
a common measure used by a number of companies but is not defined
in IFRS.
The Group measures cash on a net cash basis as
explained in note 12.
Going
Concern
The Annual Report for the period ended 31 October
2023 provided a full description of the
Group's business activities, its financial position, cash flows,
funding position and available facilities together with the factors
likely to affect its future development, performance and position.
It also detailed risks associated with the Group's business. This
interim report provides updated information on these subjects for
the six months to 30 April 2024.
The Group has at the date of this Interim Report,
sufficient financing available for its estimated requirements for
at least the next twelve months, together with the proven ability
to generate cash from its trading performance. This provides the
Directors with confidence that the Group is well placed to manage
its business risks successfully in the context of the current
financial conditions and the general outlook in the global
economy.
After reviewing the Group's annual budgets, plans and
financing arrangements, the Directors consider that the Group has
adequate resources to continue operating for the foreseeable
future. The board considers it appropriate to adopt the going
concern basis of accounting in preparing the interim financial
statements and has not identified any material uncertainties to the
company's ability to continue to do so over a period of at least
twelve months from their date of approval.
3. Segmental
analysis
IFRS 8 requires operating segments to be identified,
based on information presented to the Chief Operating Decision
Maker (CODM) in order to allocate resources to the segments and
monitor performance. The Group reports its segments on a
geographical basis: Asia Pacific, Continental Europe and United
Kingdom & Ireland. The Group's Continental European operations
are predominately based in Western Europe and, with the exception
of the Swiss operations, use the Euro as their domestic currency.
The Board, being the CODM, believe that the economic
characteristics of the European operations, together with the fact
that they are similar in terms of operations, use common systems
and the nature of the regulatory environment allow them to be
aggregated into one reporting segment.
Seasonality of
operations
Historically, the second half of the financial year is
seasonally the strongest for the Group in terms of profits.
Segmental results are reported before intra-group
transfer pricing charges.
|
|
Asia
|
Continental
|
United
Kingdom
|
|
|
|
|
Pacific
|
Europe
|
&
Ireland
|
Corporate
|
Total
|
|
Six
months to 30 April 2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Revenue from external
customers
|
26,408
|
98,269
|
25,678
|
-
|
150,355
|
|
EBITDA
|
5,983
|
35,615
|
10,514
|
(932)
|
51,180
|
|
Depreciation, amortisation and
impairment
|
(2,724)
|
(14,615)
|
(3,345)
|
(221)
|
(20,905)
|
|
Operating profit / (loss)
|
3,259
|
21,000
|
7,169
|
(1,153)
|
30,275
|
|
Operating profit
|
|
|
|
|
30,275
|
|
Non-operating income
|
|
|
|
|
133
|
|
Finance income
|
|
|
|
|
763
|
|
Finance costs
|
|
|
|
|
(1,207)
|
|
Profit before tax
|
|
|
|
|
29,964
|
|
Tax
|
|
|
|
|
(7,339)
|
|
Profit for the period
|
|
|
|
|
22,625
|
|
Capital expenditure (excluding Right
of Use assets)
|
1,289
|
19,484
|
5,420
|
381
|
26,574
|
|
|
Asia
|
Continental
|
United
Kingdom
|
|
|
|
|
Pacific
|
Europe
|
&
Ireland
|
Corporate
|
Total
|
|
Six
months to 30 April 2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Revenue from external
customers
|
24,235
|
93,422
|
26,165
|
-
|
143,822
|
|
EBITDA
|
5,794
|
33,322
|
9,126
|
(2,112)
|
46,130
|
|
Depreciation, amortisation and
impairment
|
(2,539)
|
(12,363)
|
(3,597)
|
(167)
|
(18,666)
|
|
Operating profit / (loss)
|
3,255
|
20,959
|
5,529
|
(2,279)
|
27,464
|
|
Operating profit
|
|
|
|
|
27,464
|
|
Non-operating income
|
|
|
|
|
191
|
|
Finance income
|
|
|
|
|
580
|
|
Finance costs
|
|
|
|
|
(1,050)
|
|
Profit before tax
|
|
|
|
|
27,185
|
|
Tax
|
|
|
|
|
(6,797)
|
|
Profit for the period
|
|
|
|
|
20,388
|
|
Capital expenditure (excluding Right
of Use assets)
|
4,000
|
13,953
|
2,817
|
369
|
21,139
|
|
|
Asia
|
Continental
|
United
Kingdom
|
|
|
|
|
Pacific
|
Europe
|
&
Ireland
|
Corporate
|
Total
|
|
12
months to 31 October 2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Revenue from external
customers
|
44,332
|
205,157
|
48,173
|
-
|
297,662
|
|
EBITDA
|
9,475
|
90,109
|
18,545
|
(11,490)
|
106,639
|
|
Depreciation, amortisation and
impairment
|
(5,163)
|
(27,474)
|
(6,146)
|
(355)
|
(39,138)
|
|
Operating profit / (loss)
|
4,312
|
62,635
|
12,399
|
(11,844)
|
67,502
|
|
Operating profit
|
|
|
|
|
67,502
|
|
Non-operating income
|
|
|
|
|
701
|
|
Finance income
|
|
|
|
|
1,401
|
|
Finance costs
|
|
|
|
|
(2,537)
|
|
Profit before tax
|
|
|
|
|
67,067
|
|
Tax
|
|
|
|
|
(16,401)
|
|
Profit for the period
|
|
|
|
|
50,666
|
|
Capital expenditure (excluding Right
of Use assets)
|
8,846
|
37,494
|
7,380
|
733
|
54,453
|
Total revenue from external
customers is analysed below:
|
|
Six months
to
|
Six
months to
|
12 months
to
|
|
|
30 April
|
30
April
|
31 October
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Total revenue from external
customers:
|
|
|
|
|
Sales of equipment, spare parts
& consumables
|
10,982
|
9,524
|
18,724
|
|
Sales of services
|
1,605
|
1,546
|
3,615
|
|
|
12,587
|
11,070
|
22,339
|
|
Vending revenue
|
137,768
|
132,752
|
275,323
|
|
Total revenue
|
150,355
|
143,822
|
297,662
|
There were no key customers in the period ended 30
April 2024 (2023:
none).
4. Non-operating
income
Non-operating income comprises of
transactions relating to financial instruments held at FVTPL, other
financial instruments and the disposal of subsidiaries. They have
been disclosed separately in order to improve a reader's
understanding of the financial statements and are not disclosed
within operating profit as they are non-trading in
nature.
|
|
Six months
to
|
|
Six
months to
|
|
12 months
to
|
|
|
30 April
|
|
30
April
|
|
31 October
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Non-operating income
|
|
|
|
|
|
|
Gain on disposal of
subsidiary
|
-
|
|
57
|
|
57
|
|
Fair value gain on financial
instrument held at FVTPL - level 1
|
-
|
|
-
|
|
356
|
|
Fair value gain on financial
instrument held at FVTPL - level 3
|
89
|
|
111
|
|
230
|
|
Other non-operating
income
|
44
|
|
23
|
|
58
|
|
|
133
|
|
191
|
|
701
|
Six months to 30 April
2023
The Group generated a profit on
disposal of £57,000 from the disposal of its Korean subsidiary
Photo-Me Korea Company Limited, recognized in other gains in the
income statement.
5.
Taxation
|
|
Six months
to
|
|
Six
months to
|
|
12 months
to
|
|
|
30 April
|
|
30
April
|
|
31 October
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Profit before tax
|
29,964
|
|
27,185
|
|
67,067
|
|
Total taxation charge
|
(7,339)
|
|
(6,797)
|
|
(16,401)
|
|
Effective tax rate
|
24.5%
|
|
25.0%
|
|
24.5%
|
The tax charge in the Group Income
Statement is based on management's best estimate of the full year
effective tax rate based on expected 12 Months profits to 31
October 2024.
The UK main rate of corporation
tax increased from 19% to 25% on 1 April 2023.
The Group undertakes business in
multiple tax jurisdictions.
6. Dividends paid and
proposed
|
|
30 April
2024
|
|
31 October
2023
|
|
|
pence per
share
|
£'000
|
|
pence per
share
|
£'000
|
|
Dividends
Paid
|
|
|
|
|
|
|
Interim dividend
|
|
|
|
|
|
|
2023 approved by the Board on 11
July 2023
|
2.97
|
11,203
|
|
-
|
-
|
|
Interim dividend
|
|
|
|
|
|
|
2022 approved by the board on 18
July 2022
|
-
|
-
|
|
2.60
|
9,829
|
|
Special dividend
|
|
|
|
|
|
|
2022 approved by the Board on 18
July 2022
|
-
|
-
|
|
0.60
|
2,269
|
|
Final dividend
|
|
|
|
|
|
|
2022 approved at AGM held on 28
April 2023
|
-
|
-
|
|
3.00
|
11,345
|
|
|
2.97
|
11,203
|
|
6.20
|
23,443
|
|
Dividends
Proposed
|
|
|
|
|
|
|
Final dividend
|
|
|
|
|
|
|
2023 approved at AGM held on 28
April 2024
|
4.42
|
16,640
|
|
-
|
-
|
|
|
4.42
|
16,640
|
|
-
|
-
|
The Board proposed a final dividend of 4.42p per
ordinary share in respect of the year ended 31 October 2023, which
was approved by shareholders at the Annual General Meeting held on
26 April 2024 and paid on 23 May 2024.
7. Earnings per
share
Diluted earnings per share amounts are calculated by
dividing the net earnings attributable to shareholders of the
Parent by the weighted average number of shares outstanding during
the period plus the weighted average number of shares that would be
issued on conversion of all the dilutive potential shares into
shares. The Group has only one category of dilutive potential
shares being share options granted to senior staff, including
directors, as detailed in note 8.
The earnings and weighted average number of shares
used in the calculation of earnings per share are set out in the
table below:
|
|
Six months
to
|
|
Six
months to
|
|
12 months
to
|
|
|
30 April
|
|
30
April
|
|
31 October
|
|
|
2024
|
|
2023
|
|
2023
|
|
Basic earnings per share
|
6.01
|
|
5.39
|
|
13.40
|
|
Diluted earnings per
share
|
5.97
|
|
5.34
|
|
13.31
|
|
Earnings available to shareholders
(£'000)
|
22,625
|
|
20,388
|
|
50,666
|
|
Weighted average number of shares
in issue in the period
|
|
|
|
|
|
|
- Basic ('000)
|
376,583
|
|
378,152
|
|
378,110
|
|
- Including dilutive share
options ('000)
|
379,066
|
|
381,795
|
|
380,600
|
8. Share based
payments
The Group grants share options to senior staff,
including directors, allowing them to purchase Ordinary shares of
0.5p each. As at 30 April 2024, the total
number of options granted and within their vesting period or
available to exercise was 6,198,973.
All options can be exercised, in normal circumstances,
within a period of four years from the vesting date, providing that
the performance criterion or performance condition has been
achieved. The subscription price for all options is based upon the
average market price on the three days prior to the date of grant.
Options are restricted, or may lapse, if the grantee leaves the
employment of the Group before the first exercise date.
All options are equity settled options.
Options granted after 2005 are covered by the new ME
Group Executive Share Option Scheme. The vesting of options is
subject to an EPS-based performance condition relating to the
extent to which the Company's basic EPS for the third financial
year, following the date of grant, reaches a sliding scale of
challenging EPS targets. Options are normally granted over shares
worth up to 150% of a participant's salary each year. In
exceptional cases as part of the terms of attracting senior
management, options in excess of that number may be granted.
In accordance with IFRS 2 Share-based Payments, share
options granted to senior management including directors after
November 2002 have been fair-valued and the Company has used the
Black-Scholes option pricing model. This model takes into account
the terms and conditions under which the options were granted.
The charge for share-based payments in the six months
to 30 April 2024 was £303,000 (Six months
to 30 April 2023: £431,000).
9. Non-current
assets: Goodwill, other intangibles, property, plant and equipment
and investment property
|
|
Goodwill
|
Other
|
Property,
plant
|
Investment
|
|
|
|
intangible
|
&
equipment
|
property
|
|
|
|
assets
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Net book value at 1 November 2022
|
16,320
|
20,218
|
101,090
|
592
|
|
Exchange adjustment
|
1
|
(176)
|
628
|
9
|
|
Additions - photobooths &
vending machines
|
-
|
-
|
39,122
|
-
|
|
Additions - other assets
|
-
|
3,798
|
6,720
|
-
|
|
Additions - right of use
assets
|
-
|
-
|
3,516
|
-
|
|
Additions - new
subsidiaries
|
3,268
|
49
|
1,496
|
-
|
|
Transfers
|
-
|
(121)
|
121
|
-
|
|
Transfers to non-current assets
held for sale
|
-
|
-
|
-
|
(585)
|
|
Amortisation /
Depreciation
|
-
|
(4,440)
|
(33,889)
|
(16)
|
|
(Impairment) / Reversal of
impairment
|
(701)
|
(1,445)
|
1,353
|
-
|
|
Disposals at net book
value
|
-
|
(61)
|
(2,033)
|
-
|
|
Net book value at 31 October 2023
|
18,888
|
17,822
|
118,124
|
-
|
|
Exchange adjustment
|
(414)
|
(491)
|
(2,594)
|
-
|
|
Additions - acquisition deferred
consideration
|
100
|
-
|
-
|
-
|
|
Additions - capitalised development
costs
|
-
|
460
|
-
|
-
|
|
Additions -software and other
intangible assets
|
-
|
507
|
-
|
-
|
|
Additions - photobooths &
vending machines
|
-
|
-
|
22,564
|
-
|
|
Additions - plant, machinery and
vehicles
|
-
|
-
|
3,043
|
-
|
|
Transferred to non-current assets
held for sale (Sempa SAS)
|
(3,351)
|
(3,097)
|
(120)
|
|
|
Amortisation /
Depreciation
|
-
|
(3,121)
|
(17,757)
|
-
|
|
Disposals at net book
value
|
-
|
(55)
|
(960)
|
-
|
|
Net book value at 30 April 2024
|
15,223
|
12,025
|
122,300
|
-
|
10. Fair values of
financial instruments by class
There is no difference between the fair values and the
carrying values of financial assets and financial liabilities held
in the Group's statement of financial position.
Financial instruments
held at fair value - Level 1
The Group holds an investment in Max Sight Group
Holdings Ltd, which as a listed company. This investment is valued
at level 1. The Group owns 109,972,500 Max Sight Group Holdings
Ltd's shares valued at 0.099 HKD per share as at 30 April
2024, giving a value at that date of
£1,145,118.
This financial instrument is valued at the reporting
date by reference to quoted market prices.
Financial instruments
held at fair value - Level 2
There are no material Level 2 investments held by the
Group or Company.
Financial instruments
held at fair value - Level 3
The Group holds 400,000 convertible bonds in Energy
Observer Developments SAS, a privately held company. This
investment is valued at level 3 as its value is linked to the
equity value of Energy Observer Developments SAS, which is not
observable market data. At 30 April 2024,
the convertible bonds are valued at £3,728,140.
This financial instrument is valued at the reporting
date using discounted cashflow analysis of the bond cashflows. The
key unobservable input to the valuation calculation is the discount
rate of 5%. A 1% increase in the discount rate
used to value the convertible bond would result in a decrease in
valuation of £16,000
The Group also holds 125 B shares in Energy Observer
Developments SAS, following the conversion of 100,000 convertible
bonds to equity on 14 November 2023. This investment is valued at
level 3 as its value is linked to the equity value of Energy
Observer Developments SAS, which is not observable market data. At
30 April 2024, the shares are valued at
£1,000,992.
This financial instrument is valued at the reporting
date by reference to the latest equity valuation of the issuing
company. The equity valuation used was based on a fund raising by
the issuing company. This, in effect, gave an external, arms-length
valuation as new investors were purchasing equity based on their
valuation of the company. This fund raising information is the key
unobservable input to the valuation calculation. A
20% decrease in the equity value of Energy Observer Developments
SAS would result in a decrease in valuation of £205,000.
Movement in level 3 financial
instruments fair value
|
|
Convertible
|
Unlisted
|
|
|
|
Bond
|
Equities
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
Fair Value at 1 November
2022
|
4,450
|
-
|
4,450
|
|
Fair value gain recognised in
non-operating income
|
226
|
-
|
226
|
|
Foreign exchange movement recognised
in other comphrensive income
|
65
|
-
|
65
|
|
Fair Value at 31 October
2023
|
4,741
|
-
|
4,741
|
|
Conversion of bonds to
shares
|
(1,022)
|
1,022
|
-
|
|
Fair value gain recognised in
non-operating income
|
89
|
-
|
89
|
|
Foreign exchange movement recognised
in other comphrensive income
|
(80)
|
(21)
|
(101)
|
|
Fair Value at 30 April
2024
|
3,728
|
1,001
|
4,729
|
Financial instruments
by category
The tables below show financial instruments by
category held by the Group.
|
At
30 April 2024
|
Loans
and
|
Fair Value
|
Total
|
|
|
receivables
|
Through
|
|
|
|
|
Profit &
Loss
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Assets per statement of financial
position
|
|
|
|
|
Financial instruments held at
FVTPL
|
-
|
5,874
|
5,874
|
|
Financial assets - held at
amortised cost:
|
|
|
|
|
Trade and other receivables
(excluding prepayments)
|
10,994
|
-
|
10,994
|
|
Cash and cash
equivalents
|
82,656
|
-
|
82,656
|
|
|
93,650
|
5,874
|
99,524
|
|
|
|
|
|
|
|
|
Other
financial
|
Total
|
|
|
|
liabilities
at
|
|
|
|
|
amortised
cost
|
|
|
|
|
£'000
|
£'000
|
|
Liabilities per statement of financial
position
|
|
|
|
|
Borrowings
|
|
60,970
|
60,970
|
|
Leases
|
|
10,597
|
10,597
|
|
Trade and other payables
|
|
52,893
|
52,893
|
|
|
|
124,460
|
124,460
|
|
At
30 April 2023
|
Loans
and
|
Fair Value
|
Total
|
|
|
receivables
|
Through
|
|
|
|
|
Profit &
Loss
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Assets per statement of financial
position
|
|
|
|
|
Financial instruments held at
FVTPL
|
-
|
5,437
|
5,437
|
|
Financial assets - held at
amortised cost:
|
|
|
|
|
Trade and other receivables
(excluding prepayments)
|
11,924
|
-
|
11,924
|
|
Cash and cash
equivalents
|
113,057
|
-
|
113,057
|
|
|
124,981
|
5,437
|
130,418
|
|
|
|
|
|
|
|
|
Other
financial
|
Total
|
|
|
|
liabilities
at
|
|
|
|
|
amortised
cost
|
|
|
|
|
£'000
|
£'000
|
|
Liabilities per statement of financial
position
|
|
|
|
|
Borrowings
|
|
88,649
|
88,649
|
|
Leases
|
|
13,217
|
13,217
|
|
Trade and other
payables
|
|
52,072
|
52,072
|
|
|
|
153,938
|
153,938
|
|
At
31 October 2023
|
Loans
and
|
Fair Value
|
Total
|
|
|
receivables
|
Through
|
|
|
|
|
Profit &
Loss
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Financial instruments held at
FVTPL
|
-
|
5,886
|
5,886
|
|
Financial assets - held at
amortised cost:
|
|
|
|
|
Trade and other receivables
(excluding prepayments)
|
11,286
|
-
|
11,286
|
|
Cash and cash
equivalents
|
111,091
|
-
|
111,091
|
|
|
122,377
|
5,886
|
128,263
|
|
|
|
|
|
|
|
|
Other
financial
|
Total
|
|
|
|
liabilities
at
|
|
|
|
|
amortised
cost
|
|
|
|
|
£'000
|
£'000
|
|
Liabilities per statement of financial
position
|
|
|
|
|
Borrowings
|
|
77,174
|
77,174
|
|
Leases
|
|
13,336
|
13,336
|
|
Trade and other
payables
|
|
57,921
|
57,921
|
|
|
|
148,431
|
148,431
|
11.
Inventories
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
30 April
|
30
April
|
31
October
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Raw materials and
consumables
|
26,229
|
24,884
|
25,484
|
|
Finished goods
|
11,201
|
8,711
|
7,017
|
|
|
37,430
|
33,595
|
32,501
|
12. Net
cash
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
30 April
|
30
April
|
31
October
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Cash and cash equivalents per
statement of financial position
|
82,656
|
113,057
|
111,091
|
|
Non-current borrowings
|
(38,341)
|
(59,836)
|
(50,137)
|
|
Current borrowings
|
(22,629)
|
(28,813)
|
(27,037)
|
|
Net cash
|
21,686
|
24,408
|
33,917
|
Cash and cash equivalents per the cash flow comprise
cash at bank and in hand and short-term deposit accounts with an
original maturity of less than three months, less bank
overdrafts.
Net cash is a non-GAAP measure since it is not
defined in accordance with IFRS but is a key indicator used by
management in assessing operational performance and financial
position strength. The inclusion of items in net cash as defined by
the Group may not be comparable with other companies' measurement
of net cash/debt. The Group includes in net cash: cash and cash
equivalents and certain financial assets (mainly deposits), less
instalments on loans and other borrowings.
The table above, which is not currently required by
IFRS, reconcile the Group's net cash to the Group's statement of
cash flows. Management believes the presentation of the tables will
be of assistance to shareholders.
13. Assets and
liabilities of the disposal group and non-current assets classified
as held for sale
Assets of the
disposal group and non-current assets classified as held for
sale
|
|
Property
|
Assets
of disposal group
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
Net Book Value
|
|
|
|
|
At 1 November 2022
|
-
|
-
|
-
|
|
Transferred from investment
property
|
585
|
-
|
585
|
|
At 31 October 2023
|
585
|
-
|
585
|
|
Correction of error -
reclassification
|
4,613
|
|
4,613
|
|
At 1 November 2023
(restated)
|
5,198
|
-
|
5,198
|
|
Exchange differences
|
(110)
|
-
|
(110)
|
|
Transfer of disposal group
assets
|
-
|
7,423
|
7,423
|
|
At
30 April 2024
|
5,088
|
7,423
|
12,511
|
The balance of property held for sale at 31 October
2023 has been restated by £4,613,000 to correct an error in the
prior period interim financial statements. The adjustment
represents the value of capital additions to the asset held for
sale which had previously been reported in prepayments under trade
and other receivables. A corresponding adjustment has been made to
reduce the balance of prepayments by the same value.
Liabilities of the
disposal group classified as held for sale
|
|
|
|
Liabilities of disposal group
|
|
|
|
|
£'000
|
|
Net
Book Value
|
|
|
|
|
At 1 November 2022 and
2023
|
|
|
-
|
|
Transfer of disposal group
liabilities
|
|
|
3,160
|
|
At
30 April 2024
|
|
|
3,160
|
Property held for
sale
The non-current asset classified as held for sale is
an office building located in Grenoble, France. Management are
fully committed to the sale of the property, have been actively
marketing it for sale and expect to complete the disposal within 12
months of the reporting date.
Prior to its reclassification to held for sale, it was
the Group's intention to occupy the office. In preparation for this
the Group invested £4,515,000 in capital works. However, following
a detailed review, management concluded that occupying the office
was not the best strategic option and decided to sell the
property.
Upon reclassification to assets held for sale, the
£4,515,000 of capital works was not included in the initial value
transferred because it was not clear whether the value could be
recovered through a sale. The Group has since found a buyer and
entered a binding sale agreement to sell the property for
€8,000,000. This ensures that the additional capital spend will be
recovered through the sale proceeds. Therefore, the £4,515,000 has
been transferred from prepayments to the asset held for sale
balance.
It is expected that the sale will complete by the
Group's financial year end, 31 October 2024.
The property classified as held for sale is included
in the Continental Europe operating segment.
Subsidiary held for
sale
Following a review of the Group's operations,
management committed to disposing of its subsidiary Sempa SAS,
which specialises in the sale of fresh juice equipment. After the
reporting date, on 20th May 2024 the Group completed its
disposal of Sempa SAS for €4,600,000 (please refer to note 15 for
further details).
As management was committed to the sale, had
identified a buyer and expected the sale to complete within 12
months of the reporting date, Sempa SAS is classified as held for
sale at the reporting date. This is a disposal of a group of assets
and their associated liabilities, as opposed to the sale of a
single asset, so Sempa SAS is designated as a disposal group held
for sale.
Sempa SAS's assets have been reclassified as disposal
group assets held for sale and its liabilities have been
reclassified as disposal group liabilities held for sale. These
amounts are disclosed separately in the Group's statement of
financial position. The details of the assets and liabilities of
the disposal group classified as held for sale are shown in the
table below.
Details of the
disposal group assets and liabilities - Sempa SAS
|
|
£'000
|
|
Goodwill
|
3,351
|
|
Other intangible assets
|
3,097
|
|
Property, plant &
equipment
|
120
|
|
Inventories
|
462
|
|
Trade and other
receivables
|
131
|
|
Cash and cash equivalents
|
262
|
|
Total assets of the disposal group
|
7,423
|
|
Deferred tax liabilities
|
(2,644)
|
|
Provisions
|
(385)
|
|
Trade and other payables
|
(131)
|
|
Total liabilities of the disposal group
|
(3,160)
|
|
Net
assets of the disposal group
|
4,263
|
The disposal group classified as held for sale is
included in the Continental Europe operating segment.
14. IFRS 3 Business
Combinations
Fujifilm Imaging
Systems Co. Ltd.
On 30 September 2023 the Group completed the
acquisition of 100% of the photobooths business of Fujifilm Imaging
Systems Co. Ltd (Fujifilm) for an initial consideration of JPY
905,961,000 (£4,971,000), obtaining control of the business on that
date.
Fujifilm is a Japanese photobooth owner and operator
and the acquisition of its photobooths division added an initial
3,548 photobooth units to the Group's existing operations in Asia
Pacific. This acquisition was in line with the Group's strategy to
expand the number of units in operation.
Deferred consideration
A portion of the total consideration was deferred and
contingent on the total number of photobooth units that were
acquired. Post-closing there followed a six-month period during
which further units could be transferred to the Group, in addition
to the 3,548 units transferred at the closing date, and subject to
a maximum number of 3,806. The total consideration increases in
proportion with the number of photobooths acquired, up to a maximum
value of JPY 996,000,000 (£5,466,000).
At 31 October 2023, management's best estimate of the
deferred consideration to be paid was JPY 40,039,000 (£220,000).
This amount was accrued and included in the total estimated
consideration value of JPY 946,000,000 (£5,191,000).
The six-month window for the transfer of further units
closed on 31 March 2024. The final number of units acquired was
3,611, resulting in a deferred consideration payment of JPY
59,794,000 (£320,000).
The additional deferred consideration, in excess of
management's estimate previously accrued (£100,000), has been added
to the goodwill balance in the Group's Statement of Financial
Position.
Acquired assets and
liabilities
The purchase price allocation, including determination
of the fair value of intangible assets recognised on consolidation,
has not been finalised, but is in progress. Purchase price
allocation will be completed by 30 September 2024. Goodwill has
been calculated using the provisional fair values of the assets and
liabilities acquired, with a value of £3,368,000 recognised in the
Group's Statement of Financial Position.
Pending receipt of the final valuations of the assets
acquired, in accordance with IFRS 3, the accounts will be adjusted
retrospectively within the measurement period of no more than one
year from the acquisition date.
The initial accounting is incomplete for the following
statement of financial position items: Goodwill, intangible assets
and deferred tax liabilities.
15. Events after
statement of financial position date
Disposal of Sempa SAS
On 20 May 2024 the Group disposed of its interest in
its French subsidiary, Sempa SAS, for cash consideration of
€4,600,000 (£3,936,000). The Group generated a loss on disposal of
£334,000 which will be recognised in other net gains/losses in the
income statement in the Group's full year results.
Pascal Faucher, formerly a director of ME Group
subsidiaries KIS SAS and Sempa SAS, has a 24% interest in the
equity of the acquiring company. Therefore, this transaction is a
smaller related-party transaction under LR 11.1.10R of the FCA
Handbook.
Cancellation of Treasury
Shares
On 12 July 2024 the Board of the Company passed a
resolution to cancel all of its 2,368,626 ordinary shares of 0.5 p
each held in treasury. The cancellation took place on the same
date. These shares held in treasury were purchased via the
previously announced buyback at an average price of 133.17 pence
per ordinary share.
Following such cancellation, the total issued share
capital comprises 376,586,253 ordinary shares of 0.5p each and the
total number of voting rights is 376,586,253.
RESPONSIBILITY
STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF-YEARLY FINANCIAL
REPORT
The Directors of the Company each confirms that to the
best of his or her knowledge:
· The condensed set of
financial statements has been prepared in accordance with
UK-adopted IAS 34 'Interim Financial Reporting';
· The Interim Management
Report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and
Transparency Rules, being an indication of important events that
have occurred during the first six months of the financial year and
their impact on the condensed set of financial statements and a
description of the principal risks and uncertainties for the
remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and
Transparency Rules, being related party transactions that have
taken place in the first six months of the current financial year
and that have materially affected the financial position or
performance of the entity during that period and any changes in the
related party transactions described in the last annual report that
could do so.
The Directors of the Company and their respective
functions are set out on page 71 of the Company's Annual Report
2023.
By order of the Board
Sir John Lewis OBE (Non-executive Chairman)
Serge Crasnianski (Chief Executive Officer and Deputy
Chairman)
12 July 2024
INDEPENDENT REVIEW
REPORT
We have been engaged by Me Group International PLC
("the Company") to review the financial information for the six
months ended 30th April 2024 which comprises the Group Condensed
Statement of Comprehensive Income, the Group Condensed Statement of
Financial Position, the Group Condensed Statement of Cash Flows and
the Group Condensed Statement of Changes in Equity and the related
explanatory notes. We have read the other information contained in
the interim report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial
information.
The purpose of our
review work and to whom we owe our responsibilities
This report is made solely to the Company in
accordance with International Standard on Review Engagements (UK
and Ireland) 2410 issued by the Auditing Practices Board and our
Engagement Letter dated 11th June 2024. Our work has been
undertaken so that we might state to the Company those matters we
are required to state to them in an independent review report and
for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
Company, for our review work, for this report, or for the
conclusions we have formed.
Responsibilities of
directors
The interim report, including the financial
information contained therein, is the responsibility of, and has
been approved by, the directors. The directors are responsible for
preparing the interim report in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', in
accordance with Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority which requires
that the interim report must be prepared and presented in a form
consistent with that which will be adopted in the company's annual
accounts having regard to the accounting standards applicable to
such annual accounts.
In preparing the half-yearly financial report, the
directors are responsible for assessing the company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative
but to do so.
Responsibilities of
auditors
In reviewing the half-yearly report, we are
responsible for expressing to the Company a conclusion on the
condensed set of financial statement in the half-yearly financial
report. Our conclusion, including our Conclusions Relating to Going
Concern, are based on procedures that are less extensive than audit
procedures.
Scope of
review
We conducted our review in accordance with
International Standard on Review Engagements (UK and Ireland) 2410,
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Auditing Practices
Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention
that causes us to believe that the condensed financial information
in the interim report does not give a true and fair view of the
financial position of the Company as at 30th April 2024 and of its
financial performance and its cash flows for the six months then
ended, in accordance with International Accounting Standard 34,
'Interim Financial Reporting and Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Signed:
Forvis Mazars LLP
Chartered Accountants
30 Old Bailey
London
EC4M 7AU
Date: